This Amendment No. 2 (“Amendment No. 2”) to
Schedule 13D relates to shares of Class A common stock, par
value $0.01 per share (the “Class A Common
Stock”) of Bumble Inc., a Delaware corporation (the
“Issuer”), and amends the initial statement on Schedule 13D
filed on February 26, 2021, as amended by Amendment No. 1
to the Schedule 13D filed on March 24, 2021 (as so amended,
the “Schedule 13D”). Capitalized terms used but not defined
in this Amendment No. 2 shall have the same meanings ascribed
to them in the Schedule 13D.
| Item 4. |
Purpose of Transaction
|
Item 4 of the Schedule 13D is hereby amended and supplemented with
the following:
On March 2, 2023, BX Buzz ML-1 Holdco L.P., BX Buzz ML-2 Holdco L.P., BX Buzz ML-3 Holdco L.P., BX Buzz ML-4 Holdco L.P., BX Buzz ML-5 Holdco L.P., BX Buzz ML-6 Holdco L.P. and BX Buzz
ML-7 Holdco L.P.
(collectively, the “Holdco Entities”) the Issuer, Buzz
Holdings L.P., and Beehive Holdings III, LP entered into an
underwriting agreement (the “Underwriting Agreement”) with
the underwriters named therein (the “Underwriters”).
Pursuant to the Underwriting Agreement, the Holdco Entities and
Beehive Holdings III, LP agreed to sell to the Underwriters
11,750,000 shares and 2,000,000 shares, respectively, of
Class A Common Stock at a price of $22.173 per share, and in
the aggregate, 13,750,000 shares of Class A Common Stock at a
price of $22.173 per share (the “March 2023 Offering”).
Pursuant to the Underwriting Agreement, the Holdco Entities also
granted to the Underwriters a 30-day option to purchase up to an
additional 2,062,500 shares of Class A Common Stock. The March
2023 Offering closed on March 8, 2023.
Pursuant to the Underwriting Agreement, the Holdco Entities and
Beehive Holdings III, LP have entered into a lock-up agreement (the “Lock-Up Agreement”) with the
Underwriters pursuant to which each has agreed with the
Underwriters, subject to customary exceptions, not to offer, sell,
contract to sell, pledge, grant any option to purchase, make any
short sale or otherwise dispose of any shares of Class A
Common Stock, or any options or warrants to purchase any shares of
Class A Common Stock, or any securities convertible into,
exchangeable for or that represent the right to receive shares of
Class A Common Stock (including, without limitation, Common
Units) during the period from March 2, 2023 continuing through
the date 60 days thereafter, except with the prior written consent
of the Underwriters. The foregoing description of the Lock-Up Agreement set forth in this
Item 4 does not purport to be complete and is qualified in its
entirety by reference to the full text of the Lock-Up Agreement, which has been filed
as Exhibit G hereto and is incorporated herein by reference.
| Item 5. |
Interest in Securities of the Issuer
|
Items 5(a)-(c) of the Schedule 13D are hereby amended and restated
as follows:
(a) and (b) Calculations of the percentage of the shares of
Class A Common Stock beneficially owned assumes that there
were 137,375,380 shares of Class A Common Stock outstanding as
of March 8, 2023, following the closing of the March 2023
Offering, based on 130,169,045 shares of Class A Common Stock
outstanding as of January 31, 2023, as set forth in the
prospectus filed by the Issuer on March 6, 2023 and the
additional 7,206,335 shares of Class A Common Stock issued
upon conversion of an equal number of Common Units by certain of
the Holdco Entities and Beehive Holdings III, LP in connection with
the March 2023 Offering, and takes into account any shares of
Class A Common Stock underlying Common Units and/or vested
Incentive Units, as applicable.
The aggregate number and percentage of the Class A Common
Stock beneficially owned by each Reporting Person and, for each
Reporting Person, the number of shares as to which there is sole
power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or to direct the
disposition are set forth on rows 7 through 11 and row 13 of the
cover pages of this Schedule 13D and are incorporated herein by
reference.
As of the date hereof, Beehive Holdings II, LP directly holds one
share of Class B Common Stock and vested Incentive Units,
which are convertible into 1,457,532 Common Units within 60 days of
January 31, 2023 (assuming the $25.9166 volume-weighted
average price of the Class A Common Stock on January 30,
2023), which are exchangeable for shares of Class A Common
Stock on a one-for-one basis and Beehive
Holdings III, LP directly holds one share of Class B Common
Stock and 22,230,911 Common Units, which are exchangeable for
shares of Class A Common Stock on a one-for-one basis.
Ms. Wolfe Herd may also be deemed to have shared investment
and voting power over the 465,116 shares of Class A Common
Stock held directly by her spouse, 23,255 shares of Class A
Common Stock held directly by a trust, of which Ms. Wolfe
Herd’s spouse is the trustee, and 116,279 shares of Class A
Common Stock held in a foundation over which Ms. Wolfe Herd’s
spouse may be deemed to have shared voting and dispositive power.
The above excludes unvested Incentive Units.